Proton Business General Terms and Conditions

– United States of America

Effective: August 6th, 2019

This Yesmeal for Business Product Addendum (the “Product Addendum”) to the Proton for Business General Terms and Conditions (the “General Terms”) is entered into by and between the company identified within this sign-up page (“Company”) and Proton Technology Corporation, a Delaware Corporation (“Proton”). Undefined, capitalized terms used herein shall have the meaning ascribed to them in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern. Capitalized terms used but not otherwise defined in this Product Addendum shall have the respective meanings ascribed to such terms in the General Terms. This Product Addendum sets forth the terms under which a Company may utilize the Yesmeal Platform to enable. Company’s use of Yesmeal is subject to this Product Addendum, as may be modified or updated as set forth in the General Terms.

1.DEFINITIONSThe following terms, as may be used only in this Product Addendum, shall have the meanings set forth below.

 “Provisioning Tool” means the technology that utilizes Linking Data to authorize Authorized Users to establish an Enterprise Profile.

“Yesmeal” means the Proton for Business product that, in connection with Proton’s technology systems, enables Company’s employees with a Yesmeal Account to, among other things, request purchase and delivery of foods, which Company can manage through the Yesmeal Platform.

“Yesmeal Account” means an Proton account in which the owner of the account has: (i) installed the Yesmeal App on a compatible mobile device, (ii) registered for and currently maintains an active personal user account for the Yesmeal Service, which requires the entry of certain personally identifiable information and a personal credit card number, (ii) currently complies with the End User Terms, and (iv) confirmed the mobile number provided during the registration process.

“Yesmeal App” means Proton’s mobile application that enables users to arrange food purchases and related food delivery services from independent third-party providers of such services and goods under agreement with certain of Proton’s Affiliates, as may be updated by Proton from time to time.

“Yesmeal Service” means Proton’s technology systems that, when used in conjunction with the Yesmeal App, enables users to arrange food or product purchases and related food or products delivery services from independent third-party providers of such services and goods under agreement with certain of Proton’s Affiliates.

2.PROVISION OF SERVICES

2.1 Access to Services. Upon execution of this Product Addendum, Proton will use commercially reasonable efforts to enable Company to access Yesmeal via the Yesmeal Platform. In addition to the Yesmeal Platform features described in Section 4 of the General Terms, the Yesmeal Platform will enable Company to (a) view a current list of all Authorized Users who have been authorized to establish, and Authorized Users who have established their Enterprise Profiles, (b) utilize the Provisioning Tool to add Linking Data to maintain an up-to-date list of Authorized Users, (c) add and remove Authorized Users, (d) view food order information and prepare and review activity reports using such food order information, and (e) disable any or all current Authorized Users from their Enterprise Profile. Company may permit Authorized Users with an Yesmeal Account to establish a billing option within their Yesmeal Account (an “Enterprise Profile”) that will allow Authorized Users to bill food and food delivery costs incurred via Yesmeal within the United States of America to one of the following options: (i) a central Company corporate payment card, (ii) a Company-issued individual payment card, (iii) a personal payment card or, (iv) Cash on Delivery, (v) in Proton’s sole discretion, Weekly Billing. User Charges and any Service Fees, if applicable, that are incurred on such Enterprise Profiles will be transmitted to Company via the Yesmeal Platform in accordance with the terms and conditions of this Product Addendum and the General Terms.

2.2 Yesmeal Account Required. (a) Yesmeal Account. In addition to all Company obligations regarding Authorized Users in the General Terms, Company further acknowledges and agrees that in order for an individual to be considered an Authorized User under this Product Addendum, such individual must have an Yesmeal Account at all times in which they intend to use Yesmeal. (b) Violations. Company acknowledges that certain Authorized Users may be suspended or banned from use of the Yesmeal Service due to future or past violations of the End User Terms (“Violations”), and that Proton shall have no obligation or liability related to a proposed Authorized User that is unable to obtain or maintain a Yesmeal Account due to Violations. In the event that an Authorized User’s Yesmeal Account is suspended or terminated pursuant to the End User Terms, such Authorized User’s access to the Enterprise Profile shall also be suspended. Furthermore, Proton reserves the right to immediately suspend any or all access to the Enterprise Profile of any Authorized User that has an invalid payment card on their Enterprise Profile, or a rejected Company payment card transaction that was initiated through their Enterprise Profile.

2.3 Enterprise Profile Linking (a) Linking Mechanics. To enable a proposed Authorized User to securely establish an Enterprise Profile, Company will utilize the Provisioning Tool to maintain the list of Authorized User’s: (i) full name, (ii) Company-issued email address, and (iii) other information the parties may mutually agree upon (“Linking Data”), which is necessary for authentication and verification purposes. Upon establishing an Enterprise Profile linked to a Yesmeal Account, such Authorized User shall be provided the option to apply User Charges to either (A) such Authorized User’s personal profile or (B) the Authorized User’s Enterprise Profile. (b) Accuracy. Company shall ensure that Linking Data is accurate and complete, and Proton shall not be liable to Company, an Authorized User, a proposed Authorized User or any other party with respect to inaccurate or incomplete Linking Data supplied by Company. (c) Unlinking. An Authorized User’s Enterprise Profile may be unlinked from any such Yesmeal Account at any time by (i) Company unlinking such Authorized User through the Yesmeal Platform, or (ii) the Authorized User deleting the Enterprise Profile option from his or her Yesmeal Account. (d) Restrictions. Company agrees to use the Corporate Account and shall cause each Authorized User to, use their Enterprise Profile solely as set forth in this Product Addendum, the General Terms, and the End User Terms.

2.4 Responsibility for User Activity. [t1] Proton reserves the right to suspend participation in Yesmeal and/or Proton for Business to Company and/or any Authorized Users for violations of this Product Addendum, the General Terms or the End User Terms. In the event that an Authorized User’s Yesmeal Account is suspended or terminated pursuant to the End User Terms, such Authorized User’s access to Yesmeal and/or Proton for Business shall also be suspended.

3.FEES AND PAYMENTS

3.1 Service Fee. Company will pay a weekly fee for the use of Yesmeal (a “Service Fee”), which shall equal the amount set forth during the account creation or as otherwise assessed by Proton after providing at least thirty (30) days’ prior written notice of such fee to Company.

3.2 User Charges. All User Charges shall be paid in the ordinary course of the Proton Service through ACH with the bank account listed in the applicable Enterprise Profile, in the event the Company changes the bank account info, the Company must update this information in the Enterprise Profile, unless Company participates in Weekly Billing, in which case Company shall pay such User Charges in accordance with Section 5 of the General Terms.

3.3 Billing Options. (a) Pursuant to Section 5 of the General Terms, Proton may, in its sole discretion, elect to qualify Company to participate in Weekly Billing. (b) If Company does not participate in Weekly Billing: (i) User Charges incurred through Enterprise Profiles shall be paid in the ordinary course of business, as stated above in Section 3.1, and (ii) Proton shall charge Company for Service Fees incurred during each calendar week of the Term in which Weekly Billing was not utilized (each a “Service Fee Invoice”). All fees under each Service Fee Invoice shall be paid in full by Company within thirty (30) days of receipt of such Service Fee Invoice.

3.4 Account Suspension. Proton reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to an Enterprise Profile by all Authorized Users for Yesmeal in the event of any unpaid Service Fees or User Charges by Company due on any past Monthly Statements. Proton further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Company to applicable credit reporting agencies, in the event of any unpaid Service Fees or User Charges hereunder. Reestablishing a Company Corporate Account after full payment of late Service Fees or User Charges shall be at Proton’s sole discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3[t3] % per month or the maximum allowed by applicable law.

4.PRIVACY AND DATA SECURITY.

4.1 Roles of Parties. Each party is an independent controller of the Linking Data. Company will provide Linking Data to Proton, for the provision of the Yesmeal Services as described in Section 2 of this Product Addendum.

4.2 Lawfulness. Company acknowledges that the linking process described in Section 2.3, above, requires a verification email to be sent to each Authorized User using the Linking Data, and Company agrees, where necessary, to have a legal basis for such processing and inform the Authorized Users. Company consents to Proton emailing such Authorized Users for the purpose of linking and establishing the Enterprise Profile within the Authorized Users’ Active Account.

4.3 Data Restrictions. Proton agrees to only process the Linking Data for the purposes described in this Product Addendum.

4.4 Security. Proton shall promptly notify Company in the event that Proton learns or has reason to believe that an Information Security Incident has occurred in relation to the Linking Data. The notification will include at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Linking Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Proton will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Company with assurances reasonably satisfactory to Company that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Proton, and if Company determines that notices (whether in Proton’s or Company’s name) or other remedial measures are warranted, Proton will, at Company’s request and at Proton’s cost and expense, undertake the aforementioned remedial actions.

4.5 Damages. Damages arising from Company’s breach of this “Privacy and Data Security” section shall not be subject to the limits of liability set forth in the General Terms.

5.EFFECT OF TERMINATION All outstanding payment obligations and Sections 1, 3, 5 and 6 shall survive the termination of this Product Addendum.

6. WARRANTY. In addition to the warranties set forth in the General Terms, Company represents and warrants that: (a) Company has all rights and permissions necessary to provide Proton with the Linking Data and any other information provided to Proton hereunder in connection with Yesmeal Service; (b) Company has obtained legally-adequate consent from proposed Authorized Users and Authorized Users as necessary to provide Proton with any personally identifiable information in connection with the Yesmeal Service, (c) Company has notified, and obtained legally adequate consent from, proposed Authorized Users and Authorized Users that Proton will provide Company with detailed trip information for the use of the Yesmeal Service charged to Authorized User’s Enterprise Profile.